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Item O2BE * REVISED BACK-UP * BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May 21, 2014 - KL Division: County Attorney Bulk Item: Yes XX No _ Staff Contact Person: Susan GrimsleL 292-3470 AGENDA ITEM WORDING: Approval of Professional Services Contract with Adele V. Stones, P.A. for legal services involving real estate. ITEM BACKGROUND: From time to time, the County is involved in real estate matters requiring the expertise of a real estate attorney. Larry Erskine previously provided legal services for the Land Authority and also on assigned matters involving real estate under separate contract with the County. Mr. Erskine recently departed from his position with the Land Authority which has been filled by Ms. Stones. Ms. Stones has agreed to contract with the County to perform these additional legal services for the County on assigned matters involving real estate. For example, the County has received a road abandonment petition for the eastern portion of Laurel Avenue on Stock Island adjacent to Boca Chica Basin to its intersection with Second Street. The County is seeking an opinion determining the extent to which Laurel Avenue was dedicated to and accepted by the County, and whether the County or another entity owns the fill and dredged material bordering and extending into the Boca Chica Basin. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST: $225 pr hr plus travel reimbursement BUDGETED: Yes XX No COST TO COUNTY: $225 pr hr plus travel reimbursement SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ No XX AMOUNT PER MONTH Year APPROVED BY: County Attyl� OMB/Purchasing Risk Management DOCUMENTATION: Included XX Not Required DISPOSITION: AGENDA ITEM # 0-2 * REVISED BACK-UP * Revised 2/05 Sec. 5, Page 2, end of Paragraph 3: Added 1 e " ..upon prior approvalhe County Attorney." CONTRACT SUMMARY Contract with: Adele V. Stones, P.A. Contract # Effective Date: 5/21/2014 Expiration Date: Until terminated Contract Purpose/Description: Legal services involving real estate Contract Manager: Susan Grimsley 3477 County Attorney/Stop #7 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 5/21/2014 Agenda Deadline: 5/6/2014 CONTRACT COSTS Total Dollar Value of Contract: $ 225 per hr Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 67501-530318- - - Grant: $ County Match: $ - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: Travel reimbursement (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Division Director Date In Needed Reviewer YesQ No Risk Management tyAO q YesO Noe, O.M.B./Purchising + ! -° Yes No�C°Qi �[- County Attorney Yes[] NoD--- Comments: UMB Form Revised 2/27/01 MCP #2 PROFESSIONAL SERVICES CONTRACT BETWEEN MONROE COUNTY AND ADELE V. STONES P.A. 2I o THIS CONTRACT is made and entered into this day of MQ&A 2014, by and between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (hereinafter "COUNTY"), 1100 Simonton Street, The Gato Building, Key West, FL 33040, Adele v. Stones, Attorney at Law, and Adele V. Stones, P.A., 221 Simonton Street, Key West, FL 33040 (hereinafter ATTORNEY). WITNESSETH: WHEREAS, the COUNTY desires to enter into a contract with the ATTORNEY to provide legal counsel and services; and WHEREAS, the ATTORNEY is willing to represent and provide such services on behalf of the COUNTY; NOW, THEREFORE, in consideration of the mutual promises contained in this contract the parties agree as follows: 1. SCOPE OF SERVICES. The ATTORNEY shall provide legal services and advice to COUNTY for the matter of ownership of land and its extension as a spit into what is known locally as Boca Chica Basin extending from the end of Laurel Avenue on Stock Island, as well as other Real Estate matters as assigned specifically to ATTORNEY by the County Attorney. The Scope of Work shall include, but not be limited to the following: A. Examination of title and preparation of a title opinion B. Review of survey and legal descriptions and coordinate with surveyor C. Review of sovereignty submerged lands matters affecting the land D. Follow-up with county to complete county file E. Appearance at Board of County Commissioners meetings if necessary 2. OTHER MATTERS. ATTORNEY may be assigned new matters by the County Attorney from time to time during the term of the agreement involving real estate, including but not limited to, real estate closings for County as purchaser or seller and leases ; those matters shall be included under this Agreement when assigned by the COUNTY through the County Attorney in writing and accepted in writing by ATTORNEY, and the Clerk of Court is noted in writing of the addition of the matter. The new matter shall be given a new name and the matter shall be billed under that name. Any title insurance shall be issued by an authorized title agent customarily used by ATTORNEY. 3. CONFLICT OF INTEREST. ATTORNEY will conduct a thorough investigation and determine if there exists any ethical impediment to representing COUNTY. ATTORNEY will notified COUNTY of the potential for a conflict of interest if one arises between ATTORNEY and COUNTY or other parties to a transaction and will take necessary action to procure appropriate waivers if necessary. Contract AVStones May 21, 2014 May 5, 2014 To the extent that any further ethical impediment, real or potential, is discovered or ever arises in the above stated areas or in any others, ATTORNEY shall immediately inform COUNTY in writing of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S express, written consent to continue the representation of the other client, and take all steps requested by COUNTY to avoid or mitigate the impediment. 4. PAYMENTS TO ATTORNEY. ATTORNEY shall be paid at the rate of $225.00 per hour. ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. ATTORNEY will be paid for her services based on the number of hours expended on behalf of the COUNTY. Changes to this hourly rate shall be made by amendment to this agreement. The only timekeeper on this agreement shall be ATTORNEY. ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY's bills complying with this Agreement are due and payable according to the Local Government Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until its deficiencies are remedied by ATTORNEY. Payment is contingent upon an annual appropriation by the Board of County Commissioners. 5. BILLING OF FEES AND EXPENSES. Bills shall be issued monthly by ATTORNEY for expenses/reimbursements within fifteen (15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County—EXEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. Travel time is billable at the hourly rate upon prior approval by the County Attorney. COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill: Actual cost for necessary long distance telephone calls, photocopying at $.25 per outgoing page, overnight or expedited delivery, couriers, postage, court fees, and other expenses. ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, and so on, unless necessary because of unexpected developments or extremely short deadlines. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.321 and of the Monroe County Code for "approved travelers" and shall be Contract AVStones May 21, 2014 May 5, 2014 summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 6. CASE MONITORING. COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in the matter so that COUNTY may manage the matter effectively and make informed decisions about transactional issues, strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will promptly receive from ATTORNEY copies of all documents material to the subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, "mirror'' copy of the COUNTY'S file maintained by ATTORNEY. 7. CONFIDENTIALITY AND PUBLIC RELATIONS. ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of ATTORNEY or his or her ATTORNEY, without COUNTY'S advance written approval. 8. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT. ATTORNEY understands that all files and work product prepared by ATTORNEY at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY. Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY nor disclosed by ATTORNEY to others, except in the normal course of ATTORNEY'S representation of COUNTY in this or any other matter. 9. TERMINATION. A. The ATTORNEY serves at the pleasure of the COUNTY. The COUNTY may terminate this contract by providing the ATTORNEY with written notice of termination. Upon receipt of the notice or upon any later effective termination date described in the notice, the ATTORNEY shall immediately cease performing any further services under this contract. The COUNTY will remain obligated to pay the ATTORNEY for all service performed but unpaid up to the date of the ATTORNEYS receipt of the notice or such later effective date specified by the COUNTY, provided that compensation for services shall not be terminated sooner than thirty (30) days after the date of written notice unless mutually agreed to, in writing, between the parties. B. The ATTORNEY may terminate this contract by giving the COUNTY at least ninety (90) days written notice. The ATTORNEY shall be paid for all services performed but unpaid up to the effective date of termination. 10. STANDARDS AND CORRECTIONS. A. The ATTORNEY shall perform or furnish professional services in accordance with the generally accepted standards of the ATTORNEY's profession or occupation and with any laws, statutes, ordinances, codes, rules and regulations governing the ATTORNEY's services hereunder. B. The ATTORNEY shall, without additional compensation, correct and revise any errors, omissions, or other deficiencies in the ATTORNEY's work product, services, or materials Contract AVStones May 21, 2014 May 5, 2014 arising from the negligent act, error or omission of the ATTORNEY. The foregoing shall be construed as an independent duty to correct rather than waiver of the COUNTY's rights under any applicable statute of limitations. The review of, approval of, or payment for any of the ATTORNEY's work product, services, or materials shall not be construed to operate as a waiver of any of the COUNTY's rights under this Agreement, or cause of action the COUNTY may have arising out of the performance of this Agreement. 11. INSURANCE. Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the ATTORNEY shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $500,000 per Occurrence/$ 1, 000,000 Aggregate. 12. NON -ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by the ATTORNEY without the prior written consent of the COUNTY. Further, no portion of this Agreement may be performed by subcontractors or sub -consultants without written notice to and approval of such action by the COUNTY. 13. ANTI -SOLICITATION. The ATTORNEY warrants that she has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, to otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 14. DELIVERY. All written notices required under this contract shall be considered to have been delivered and received if hand delivered or sent by certified U.S. Mail or a nationally recognized courier service to the addresses first written above. 15. VENUE, GOVERNING LAW, AND ATTORNEYS FEES. Venue for any litigation arising out of or under this agreement shall be in Monroe County, Florida. The governing law shall be that of the State of Florida. In the event of litigation to enforce payment or any of the terms of the agreement, the prevailing party shall be entitled to receive reasonable attorneys' fees, including appellate attorney fees, if necessary. 16. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Section 280.017 FS, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Contract AVStones May 21, 2014 May 5, 2014 17. SEVERABILITY/NO WAIVERS. In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any breach of any provision, term, condition or covenant shall not be construed by the other party as a waiver of any subsequent breach. 18. FLORIDA GOVERNMENT -IN -THE -SUNSHINE LAW. ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEYS office concerning the application of the Sunshine Law from time to time concerning speck circumstances that may arise during the term of this Agreement. 19. FLORIDA PUBLIC RECORDS LAW. ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. (b) Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. ATTORNEY agrees to consult with the County Attorney's office concerning the application of the Public Records Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 20. NO ASSIGNMENTS. ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: Amy Heavilin, Board of County Commissioners for Monroe Clerk of Court County By: By. Deputy Clerk Mayor r.io,, cE COUNTY xr-rc RNE p APPROVED AS TO F09M. Contract AVStones May 21, 2014 �,nt ( - , 5 May 5, 2014 SUS M. GRIM EY � 1ST.A11 COUNTY ATTORNEY �ir H" Cr_ Adele V. Stones, P.A. Adele V. Stones, Attorney at Law Adele V. Stones STATE OF COUNTY OF tJ�O- On this - { day of `t t^��017 2014, before me the person whose name is subscribed above, and who produced as identification, or is personally known by-nj@. acknowledged that she is the person who executed the above Contract for the purposes therein contained. Notary Public Cindy Sawye Print Name My commission expires: Contract AVStones May 21, 2014 May 5, 2014 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May 21, 2014 - KL Division: County Attorney Bulk Item: Yes XX No Staff Contact Person: Susan Grimsley, 292-3470 AGENDA ITEM WORDING: Approval of Professional Services Contract with Adele V. Stones, P.A. for legal services involving real estate. ITEM BACKGROUND: From time to time, the County is involved in real estate matters requiring the expertise of a real estate attorney. Larry Erskine previously provided legal services for the Land Authority and also on assigned matters involving real estate under separate contract with the County. Mr. Erskine recently departed from his position with the Land Authority which has been filled by Ms. Stones. Ms. Stones has agreed to contract with the County to perform these additional legal services for the County on assigned matters involving real estate. For example, the County has received a road abandonment petition for the eastern portion of Laurel Avenue on Stock Island adjacent to Boca Chica Basin to its intersection with Second Street. The County is seeking an opinion determining the extent to which Laurel Avenue was dedicated to and accepted by the County, and whether the County or another entity owns the fill and dredged material bordering and extending into the Boca Chica Basin. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST: $225 pr hr plus travel reimbursement BUDGETED: Yes XX No COST TO COUNTY: $225 pr hr plus travel reimbursement SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ No XX AMOUNT PER MONTH Year APPROVED BY: County Atty� OMB/Purchasing Risk Management _ DOCUMENTATION: DISPOSITION: Revised 2/05 Included XX Not Required, AGENDA ITEM # CONTRACT SUMMARY Contract with: Adele V. Stones, P.A. Contract # Effective Date: 5/21/2014 Expiration Date: Until terminated Contract Purpose/Description: — Legal services involving real estate Contract Manager Susan Grimsley 3477 County Attorney/Stop #7 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 5/21/2014 Agenda Deadline: 5/6/2014 Total Dollar Value of Contract: $ 225 per hr Current Year Portion: $ Budgeted? Yes® No❑ Account Codes: 67501-530318- Grant: $ - -- County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $—/yr For: Travel reimbursement (Not included in dollar value above) (eg. maintenance, utilities, jar, CONTRACT REVIEW Changes Date In Needed Reviewer Division Director Yes❑ No❑ Risk Management YesF-1 NoF] O.M.B./Purchasing Yes[-] No❑ County Attorney YesF-1 No[ , Comments: OMB Form Revised 2/27/01 MCP #2 so Date Out PROFESSIONAL SERVICES CONTRACT BETWEEN MONROE COUNTY AND ADELE V. STONES, P.A. THIS CONTRACT is made and entered into this day of c , 2014, by and between the MONROE COUNTY BOARD OF COUNTY COMMISSARS (hereinafter "COUNTY"), 1100 Simonton Street, The Gato Building, Key West, FL 33040, Adele v. Stones, Attorney at Law, and Adele V. Stones, P.A., 221 Simonton Street, Key West, FL 33040 (hereinafter ATTORNEY). WITNESSETH: WHEREAS, the COUNTY desires to enter into a contract with the ATTORNEY to provide legal counsel and services; and WHEREAS, the ATTORNEY is willing to represent and provide such services on behalf of the COUNTY; NOW, THEREFORE, in consideration of the mutual promises contained in this contract the parties agree as follows: 1. SCOPE OF SERVICES. The ATTORNEY shall provide legal services and advice to COUNTY for the matter of ownership of land and its extension as a spit into what is known locally as Boca Chica Basin extending from the end of Laurel Avenue on Stock Island, as well as other Real Estate matters as assigned specifically to ATTORNEY by the County Attorney. The Scope of Work shall include, but not be limited to the following: A. Examination of title and preparation of a title opinion B. Review of survey and legal descriptions and coordinate with surveyor C. Review of sovereignty submerged lands matters affecting the land D. Follow-up with county to complete county file E. Appearance at Board of County Commissioners meetings if necessary 2. OTHER MATTERS. ATTORNEY may be assigned new matters by the County Attorney from time to time during the term of the agreement involving real estate, including but not limited to, real estate closings for County as purchaser or seller and leases ; those matters shall be included under this Agreement when assigned by the COUNTY through the County Attorney in writing and accepted in writing by ATTORNEY, and the Clerk of Court is notified in writing of the addition of the matter. The new matter shall be given a new name and the matter shall be billed under that name. Any title insurance shall be issued by an authorized title agent customarily used by ATTORNEY. 3. CONFLICT OF INTEREST. ATTORNEY will conduct a thorough investigation and determine if there exists any ethical impediment to representing COUNTY. ATTORNEY will notified COUNTY of the potential for a conflict of interest if one arises between ATTORNEY and COUNTY or other parties to a transaction and will take necessary action to procure appropriate waivers if necessary. Contract AVStones May 21, 2014 May 5, 2014 To the extent that any further ethical impediment, real or potential, is discovered or ever arises in the above stated areas or in any others, ATTORNEY shall immediately inform COUNTY in writing of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps necessary to avoid the impediment and regardless of whether ATTORNEY believes that the impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain COUNTY'S express, written consent to continue the representation of the other client, and take all steps requested by COUNTY to avoid or mitigate the impediment. 4. PAYMENTS TO ATTORNEY. ATTORNEY shall be paid at the rate of $225.00 per hour. ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. ATTORNEY will be paid for her services based on the number of hours expended on behalf of the COUNTY. Changes to this hourly rate shall be made by amendment to this agreement. The only timekeeper on this agreement shall be ATTORNEY. ATTORNEY'S request for payments and reimbursements may be made in either the ATTORNEY'S name or the name of the ATTORNEY'S law firm, as appropriate. ATTORNEY's bills complying with this Agreement are due and payable according to the Local Government Prompt Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then it is not due and payable until its deficiencies are remedied by ATTORNEY. Payment is contingent upon an annual appropriation by the Board of County Commissioners. 5. BILLING OF FEES AND EXPENSES. Bills shall be issued monthly by ATTORNEY for expenses/reimbursements within fifteen (15) days after the close of each month. ATTORNEY understands that COUNTY requires prompt bills in part to facilitate effective management of the representation and fees. ATTORNEY shall provide detailed, itemized bills which shall, at a minimum: Provide a general description of the matter, to include the name of the COUNTY department or constitutional officer, if not indicated in the title of the matter, for which legal services are being performed (e.g. Richard Roe v. Monroe County—EXEO Claim); a description of the work performed in enough detail so that each item is distinguishable from other listed items and sufficient to allow COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. For example, simply the word "research" is not acceptable, more detail about the type of research and what was determined by the research is necessary. Travel time is billable at the hourly rate. COUNTY will pay the actual, reasonable cost of the following expense items if incurred in accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill: Actual cost for necessary long distance telephone calls, photocopying at $.25 per outgoing page, overnight or expedited delivery, couriers, postage, court fees, and other expenses. ATTORNEY is expected to avoid using expedited or emergency services, such as express delivery services, couriers, and so on, unless necessary because of unexpected developments or extremely short deadlines. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.321 and of the Monroe County Code for "approved travelers" and shall be Contract AVStones May 21, 2014 May 5, 2014 summarized on the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto. 6. CASE MONITORING. COUNTY will be advised promptly by ATTORNEY of all significant facts and developments in the matter so that COUNTY may manage the matter effectively and make informed decisions about transactional issues, strategy, tactics, settlement, scheduling, costs, and other related matters. COUNTY will promptly receive from ATTORNEY copies of all documents material to the subject matter of this Agreement, such that the COUNTY will have a current, up-to-date, "mirror" copy of the COUNTY'S file maintained by ATTORNEY. 7. CONFIDENTIALITY AND PUBLIC RELATIONS. ATTORNEY is not authorized to waive or release any privilege or other protection of information — confidential, secret, or otherwise — obtained from or on behalf of COUNTY. ATTORNEY is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, i.e., it will continue even after the termination of the relationship and this Agreement. This requirement is also intended to prohibit ATTORNEY from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of ATTORNEY or his or her ATTORNEY, without COUNTY'S advance written approval. 8. OWNERSHIP OF ATTORNEY FILES AND WORK PRODUCT. ATTORNEY understands that all files and work product prepared by ATTORNEY at the expense of COUNTY (or for which COUNTY is otherwise billed) is the property of COUNTY. Without COUNTY'S prior written approval, this work product may not be used by ATTORNEY nor disclosed by ATTORNEY to others, except in the normal course of ATTORNEY'S representation of COUNTY in this or any other matter. 9. TERMINATION. A. The ATTORNEY serves at the pleasure of the COUNTY. The COUNTY may terminate this contract by providing the ATTORNEY with written notice of termination. Upon receipt of the notice or upon any later effective termination date described in the notice, the ATTORNEY shall immediately cease performing any further services under this contract. The COUNTY will remain obligated to pay the ATTORNEY for all service performed but unpaid up to the date of the ATTORNEY'S receipt of the notice or such later effective date specified by the COUNTY, provided that compensation for services shall not be terminated sooner than thirty (30) days after the date of written notice unless mutually agreed to, in writing, between the parties. B. The ATTORNEY may terminate this contract by giving the COUNTY at least ninety (90) days written notice. The ATTORNEY shall be paid for all services performed but unpaid up to the effective date of termination. 10. STANDARDS AND CORRECTIONS. A. The ATTORNEY shall perform or furnish professional services in accordance with the generally accepted standards of the ATTORNEY's profession or occupation and with any laws, statutes, ordinances, codes, rules and regulations governing the ATTORNEY's services hereunder. B. The ATTORNEY shall, without additional compensation, correct and revise any errors, omissions, or other deficiencies in the ATTORNEY's work product, services, or materials Contract AVStones May 21, 2014 May 5, 2014 arising from the negligent act, error or omission of the ATTORNEY. The foregoing shall be construed as an independent duty to correct rather than waiver of the COUNTY's rights under any applicable statute of limitations. The review of, approval of, or payment for any of the ATTORNEY's work product, services, or materials shall not be construed to operate as a waiver of any of the COUNTY's rights under this Agreement, or cause of action the COUNTY may have arising out of the performance of this Agreement. 11. INSURANCE. Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the ATTORNEY shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $500,000 per Occurrence/$ 1, 000, 000 Aggregate. 12. NON -ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances by the ATTORNEY without the prior written consent of the COUNTY. Further, no portion of this Agreement may be performed by subcontractors or sub -consultants without written notice to and approval of such action by the COUNTY. 13. ANTI -SOLICITATION. The ATTORNEY warrants that she has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, to otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 14. DELIVERY. All written notices required under this contract shall be considered to have been delivered and received if hand delivered or sent by certified U.S. Mail or a nationally recognized courier service to the addresses first written above. 15. VENUE, GOVERNING LAW, AND ATTORNEYS FEES. Venue for any litigation arising out of or under this agreement shall be in Monroe County, Florida. The governing law shall be that of the State of Florida. In the event of litigation to enforce payment or any of the terms of the agreement, the prevailing party shall be entitled to receive reasonable attorneys' fees, including appellate attorney fees, if necessary. 16. PUBLIC ENTITY CRIME STATEMENT. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Section 280.017 FS, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Contract AVStones May 21, 2014 May 5, 2014 17. SEVERABILITY/NO WAIVERS. In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any breach of any provision, term, condition or covenant shall not be construed by the other party as a waiver of any subsequent breach. 18. FLORIDA GOVERNMENT -IN -THE -SUNSHINE LAW. ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the provisions of Chapter 120, Florida Statutes, generally require full and public discussion of matters to be voted upon by the Board of County Commissioners. ATTORNEY agrees to consult with the COUNTY ATTORNEY'S office concerning the application of the Sunshine Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 19. FLORIDA PUBLIC RECORDS LAW. ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and Regulations of The Florida Bar, the provisions of Chapter 119, Florida Statutes, generally require public access to all records and documents which may be made or received under this Agreement. Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. (b) Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. ATTORNEY agrees to consult with the County Attorney's office concerning the application of the Public Records Law from time to time concerning specific circumstances that may arise during the term of this Agreement. 20. NO ASSIGNMENTS. ATTORNEY shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. IN WITNESS WHEREOF, the parties hereto have set their signatures the date first above written. Attest: Amy Heavilin, Clerk of Court By: Deputy Clerk Contract AVStones May 21, 2014 May 5, 2014 Board of County Commissioners for Monroe County By: _ Mayor _. W t 1 S. TY TTORNE Adele V. Stones, P.A. Adele V. Stones, Attorney at Law By r� Adele V. Stones STATE OF��Q A _ COUNTY OF On this day of ,,�� 2014, before me the person whose name is subscribed above, and who produced as identification, or is personalLY knoyvn �v me. acknowledged that she is the person who executed the above Contract for the purposes therein contained. SAWyF9�y'% .``�������0�f G �Q \a y6 �NFa Notary Public _ : c 'gp o-"9��.; _ Cindy Sawyer Print Name S Z #EE 147446 Spy. � Q� ' �'';a eond /���e���.s G`�Seal My commission expires: ; 111110 �1u Contract AVStones May 21, 2014 May 5, 2014